Exhibit 10




Exhibit 10.3

Terrence O'Donnell

Restricted Stock Equivalent Awards

January 15, 2002



The Board of Directors approved an award of restricted stock
equivalents to Terrence O'Donnell (the "Executive"). The terms
of the award are as follows:

	
    The Executive will receive the cash equivalent of shares of
  Textron common stock provided he remains employed by Textron Inc. in
  accordance with the following schedule:






	
      Restricted

      
      Stock Units
	
      Vesting

      
      Dates

	
       

      10,000
	
       

      March 3, 2003

	
      5,000
	
      March 3, 2004

	
      5,000
	
      March 3, 2005

	
      5,000
	
      March 3, 2006

	
      25,000
	 



  
  	
      Each cash payment will equal the number of vested shares
  times the average of the composite closing prices (as reported on the New York
  Stock Exchange consolidated tape) of Textron's common stock for the
  first ten trading days following the respective vesting date. Such award shall
  be paid to the Executive in a lump sum within 30 days following the vesting
  date or in annual installments as may be determined by the Textron CEO.

    

	
      Except as otherwise provided herein, the Executive shall
  not be entitled to receive such award if his employment with Textron Inc. ends
  for any reason prior to the respective vesting date, provided that if the
  Executive's employment ends prior to such date because of his
  involuntary termination by Textron without "cause" (Attachment A),
  "disability" (Attachment A) or death, the Executive or the
  Executive's estate will receive a "pro-rata portion"
  (Attachment A) of the award. Such payment shall equal the number of
  pro-rata shares vested times the average of the composite closing
  prices (as reported on the New York Stock Exchange consolidated tape) of
  Textron's common stock for the first ten trading days following the
  date of termination. A lump sum payment will be made within 30 days following
  termination.

    

	
      Notwithstanding the above, if the Executive's
  employment terminates at any time after a "change in control" of
  Textron, Textron shall, in lieu of the above award, award to the Executive (or
  to the Executive's estate in the event of his death prior to payment)
  upon such termination of employment, a cash amount equal to the number of
  unvested shares times the highest closing price per share of Textron's
  common stock (as reported on the New York Stock Exchange consolidated tape)
  during the 30 day period ending on the date of such change in control. Payment
  shall be made in a lump sum within 30 days following such termination.

    

	
      The number of restricted stock equivalents awarded to the
  Executive hereunder shall be proportionately adjusted for any increase or
  decrease in the number of issued shares of Textron's common stock
  resulting from a stock split, stock divided or any other increase or decrease
  in such shares effective without receipt of consideration by Textron.






	
      ______________________________________
	
      ________________

	
      John D. Butler
	
      Date




 


Attachment A


Terrence O'Donnell

Restricted Stock Equivalent Awards

January 15, 2002 


"Cause"


  
  
  "Cause" shall mean: (i) an act or acts of willful
  misrepresentation, fraud or willful dishonesty (other than good faith expense
  account disputes) by the Executive which in any case is intended to result in
  his or another person or entity's substantial personal enrichment at
  the expense of the Company; (ii) any willful misconduct by the Executive with
  regard to the Company, its business, assets or employees that has, or was
  intended to have, a material adverse impact (economic or otherwise) on the
  Company; (iii) any material, willful and knowing violation by the
  Executive of (x) the Company's Business Conduct Guidelines,
  or (y) any of his fiduciary duties to the Company which in either case has, or
  was intended to have, a material adverse impact (economic or otherwise) on the
  Company; (iv) the willful or reckless behavior of the Executive with regard to
  a matter of a material nature which has a material adverse impact (economic or
  otherwise) on the Company; (v) the executive's willful failure to
  attempt to perform his duties or his willful failure to attempt to follow the
  legal written direction of the Board, which in either case is not remedied
  within ten (10) days after receipt by the Executive of a written notice from
  the Company specifying the details thereof; or (vi) the Executive's
  conviction of, or pleading nolo contendere or guilty to, a felony (other than
  (x) a traffic infraction or (y) vicarious liability solely as a result of his
  position provided the Executive did not have actual knowledge of the actions
  or in actions creating the violation of the law or the Executive relied in
  good faith on the advice of counsel with regard to the legality of such action
  or inaction (or the advice of other specifically qualified professionals as to
  the appropriate or proper action or inaction to take with regard to matters
  which are not matters of legal interpretation); No action or inaction should
  be deemed willful if not demonstrably willful and if taken or not taken by the
  Executive in good faith as not being adverse to the best interests of the
  Company. Reference in this paragraph to the Company shall also include direct
  and indirect subsidiaries of the Company, and materiality and material adverse
  impact shall be measured based on the action or inaction and the impact upon,
  and not the size of, the Company taken as a whole, provided that after a
  Change in Control, the size of the Company, taken as a whole, shall be a
  relevant factor in determining materiality and material adverse impact.

  
  "Disability"

  
  "Disability" shall mean, for purposes of this
  award, the inability of the Executive, due to injury, illness, disease or
  bodily or mental infirmity, to engage in the performance of his material
  duties of employment with the Company for a period of more than one hundred
  eighty (180) consecutive days or for a period that is reasonably expected to
  exist for a period of more than one hundred eighty (180) consecutive days,
  provided that interim returns to work of less than ten (10) consecutive
  business days in duration shall not be deemed to interfere with a
  determination of consecutive absent days if the reason for absence before and
  after the interim return are the same. The existence or non-existence
  of a Disability shall be determined by a physician agreed upon a good faith by
  the Executive (or his representatives) and Textron.

  
  "Pro-rata Portion"

  
  "Pro-rata portion" shall mean the number
  of complete or partial months employed by Textron Inc. beginning January 15,
  2002 through the date of termination divided by 15, 27, 39 and 51 for the
  awards vesting annually on March 3, 2003 through March 3, 2006.

   

  For example, a termination of employment on February 13, 2005 due to
  disability would result in a number of units earned determined as follows:






 


  
	 	 	 
	
      10,000 shares vesting 3/3/03 - paid in full
	
      =
	
      10,000.0 shares

	 	 	 
	
      5,000 shares vesting 3/3/04 - paid in full
	
      =
	
        5,000.0 shares

	 	 	 
	
      5,000 shares vesting 3/3/05 -
	 	 
	
           5,000
      shares x 38 (months) ÷ 39 (months)
	
      =
	
        4,871.8 shares

	 	 	 
	
      5,000 shares vesting 3/3/06 -
	 	 
	 	 	 
	
           5,000
      shares x 38 (months) ÷ 51 (months)
	
      =
	
        3,725.5
      shares

	 	 	 
	 	 	
      23,597.3 shares



    
    



  
    Notes:

    	
        38 equals the number of full or partial months from
      January 15, 2002 through February 13, 2005.

	
        39 and 51 equal the number of full or partial months
      beginning January 15, 2002 through the respective vesting dates.